TUALATIN HILLS WATER POLO CLUB, INC. (THWPC) BYLAWS

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1 TUALATIN HILLS WATER POLO CLUB, INC. (THWPC) BYLAWS ARTICLE I. NAME The Organization shall be known as the Tualatin Hills Water Polo Club, Inc. Herein shall be noted as THWPC. ARTICLE II PURPOSE The purpose of THWPC is to provide the opportunity for youth to develop through competitive water polo, and to participate in local, national and international sports competition. This is a not-for-profit, non-stock organization. The purposes or THWPC are limited to comply with the organization requirements specified by Section 501(C)3 of the Internal Revenue Code of the United States. ARTICLE III. MEMBERS The members of THWPC shall be families of the athletes and self-sponsored athletes who are seeking to participate in competitive athletics with THWPC. Each family or self-sponsored athlete shall constitute a single THWPC member, and shall be represented in THWPC matters by a parent, a legal guardian or the self-sponsored athlete. SECTION 1. DUES A member shall be in good standing if all of the member s dues owed to THWPC have been paid, and the member is not in arrears for more than 15 days from the date of the second notice for any amount due the THWPC. SECTION 2. TUALATIN HILLS PARK AND RECREATION DISTRICT MEMBERSHIP All players must be in good standing with THPRD, based on current club agreement with the park district. SECTION 3. USA WATER POLO MEMBERSHIP All THWPC athletes must be current members of the United States Water Polo Association. SECTION 4. APPLICATION A completed membership application must be signed by the parent, guardian, or self-sponsored athlete. ARTICLE IV. DIRECTORS SECTION 1 POWERS AND DUTIES The Directors of the THWPC shall be: President, Vice President, Secretary, Treasurer, and up to 5 Board Members at Large. The Board of Directors shall consist of a minimum of five (5) members and a maximum of nine (9) members. There may be no more than two (2) honorary members on the Board of Directors at any time. Each Director shall be elected by the membership and will serve a one year term,

2 or until a successor is duly elected and qualified. The Directors comprise the THWPC Board of Directors. Each Director has one vote. A. President 1. Convene and preside at all THWPC Board of Directors Meeting and General Membership meetings. 2. Schedule meetings consistent with the needs of the THWPC. 3. Responsible for the supervision and coordination of all Standing Committees. 4. Provide opportunities for THWPC members to express their views and have input into the decision making of the THWPC Board of Directors. 5. Signs for the organization such contracts as authorized by the Board of Directors. B. Vice President 1. Preside over Board of Directors and General Membership meetings in case of President s absence. 2. Head up all Special Committees established by the Board of Directors. C. Secretary 1. Record, present and maintain minutes of all Board of Directors and General Membership meetings. 2. Conduct the correspondence of the THWPC as directed by the President. 3. Notify all members of General Membership and Board of Directors meetings. 4. Maintain custody of one copy of Articles of Incorporation, Bylaws and Policies of the THWPC and make copies available to every member. D. Treasurer 1. Disburse and receive all THWPC funds in the absence of an administrator with these responsibilities. 2. Responsible for all financial matters of THWPC. 3. Make all books of account and financial records available for audit when requested 4. Sign for the organization such contracts as authorized by the Board of Directors in the absence of an administrator with these responsibilities. E. Members-at-Large 1. Coordinate programs for THWPC. 2. Plan for needs and THWPC sponsored events. SECTION 2. VACANCIES IN OFFICE When any officer resigns or is removed, the remaining Board of Directors members shall appoint a successor who shall serve for the balance of the term of the former officer. SECTION 3. REMOVAL OF OFFICERS An officer of THWPC may be removed from office only by vote of the THWPC membership as follows: A. A motion calling for a removal vote may be made at any duly convened membership meeting B. If such motion is made, seconded, and carried by the Board of Directors, the Board of Directors shall designate a time and place for a special meeting within 30 days and provide at least seven days written notice to all members as to the time, place and subject matter of the meeting.

3 C. A two-thirds vote of the members in attendance at the special meeting shall be required to remove the officer. Voting shall be by secret ballot. D. Until such a vote can be taken, the officers may, by a majority vote, suspend said officer from exercising any powers and duties under these Bylaws. ARTICLE V. THE BOARD OF DIRECTORS SECTION 1. DUTIES AND RESPONSIBILITIES A. Meet at times and places appropriate to manage the THWPC and ensure fulfillment of the THWPC purpose. B. Select and oversee the coaching staff, in accordance with THWPC policies. C. Develop and approve an annual budget for the THWPC. D. Establish membership fees. E. Recommend to the membership amendments to the Bylaws as required. F. Establish and enact policies to help ensure the attainment of the goals of the club. G. Evaluate membership issues that may arise. H. Delegate responsibilities to its members and to Standing and Special Committees of the THWPC. SECTION 2. EXECUTIVE SESSIONS A. A simple majority of the Board of Directors can decide to call and executive session of the Board. B. Executive sessions shall be limited to discussing and voting on membership and coaching/staffing issues. C. After full discussion of the subject matter, the Board of Directors may vote. A unanimous vote of the Board of Directors is required for denial or suspension of membership. A simple majority is required for all other issues. D. If the Board of Directors makes a decision to deny or suspend membership, the family or selfsponsored athlete involved shall be informed in writing at least 15 days prior to denial or suspension. The family or self-sponsored athlete so informed may request an open or closed hearing with the Board to present their side of the matter and to hear the reasons the Board used to deny membership. The hearing shall be requested and held not less than 5 days before the effective date of the denial or suspension. An open hearing shall be open to the general membership. E. A quorum consisting of a simple majority of the Board of Directors is required for an executive session except when voting to deny or suspend membership. When voting to deny or suspend membership, the full Board of Directors shall vote. ARTICLE VI. ELECTION OF OFFICERS. SECTION 1. DATE OF ELECTION The officers of the THWPC shall be elected annually at the Annual Meeting and take office on the following September 1.

4 SECTION 2. ELECTION PROCEDURES A. Any member in good standing may nominate candidates for elective officers on the Board of Directors. B. The election of officers shall be by secret ballot. In the event there is a single nominee for a particular office or in the event that there is no contest for any office, the election may be by acclamation. C. A majority of the votes cast shall be required for election. In the event no candidate for a particular office receives such a majority vote, a second ballot shall be taken between the two persons receiving the highest number of votes in the preceding ballot. SECTION 3. QUALIFICATION OF OFFICERS The officers of the THWPC must be members in good standing. Any officer not in good standing shall lose his or her vote on the Board of Directors. Section 3.1 A member shall still considered to be in good standing during the high school water polo season if their high school aged child is playing organized high school water polo for a non THWPC entity. Section 3.2 In some circumstances a director may be granted a one session grace period if their athlete (or themselves in the case of a self-sponsored athlete) stops playing for THWPC. This request must be made in advance and approved by the whole board and the athlete must return to club play at the conclusion of the session. During the grace period the board member can retain their voting seat on the board. A director may only be granted this grace period once in a two year period. Section 3.3 A one year Honorary Membership may be granted to a person who has shown a lengthy relationship with THWPC and has continued to be actively involved in water polo within the area community. Honorary membership must be approved by the full board of directors. A Honorary Member may vote on club business at the general meeting and would be eligible to serve on the Board of Directors. Section 3.4 Before joining the board all members must disclose any conflict of interests which may influence their decisions on the board. Board members must disclose conflict of interests though the year if their situation changes. If a board member has a potential conflict of interest then the member may be excused from the discussion and vote. ARTICLE VII. STANDING COMMITTEES AND SPECIAL COMMITTEES. SECTION 1. STANDING COMMITTEES The Board of Directors shall appoint chairs for the standing committees of THWPC. SECTION 2 SPECIAL COMMITTEES The Board of Directors may establish special committees and appoint chairs for such committees at any time. Special committees may also be dissolved at any time by action of the Board of Directors.

5 ARTICLE VIII MEETINGS SECTION 1. REGULAR MEETINGS Regular board meetings shall be held at such time, date and place determined by the Board. SECTION 2. SPECIAL MEETINGS Special meetings may be called by the President, by the Board of Directors, or by petition of at least 5 percent of the members in good standing. The President shall furnish written notice at least seven days in advance of such special meetings to each member and said notice shall state the purpose of such special meeting, and the time and place thereof. No other business of any kind shall be conducted at such special meeting. If the special meeting is petitioned by the members the special meeting shall be held within 30 days of the Board of Directors receiving the petition. SECTION 3. ANNUAL MEMBERSHIP MEETING. The annual membership meeting will take place during the summer session of THWPC. ARTICLE IX CONDUCT OF MEETINGS SECTION 1 QUORUM No business shall be conducted at any regular board meeting, general membership meetings or any special meetings unless a quorum consisting of a simple majority of the Board of Directors is present. SECTION 2. ROBERT S RULE OF ORDER Robert s Rules of Order shall be the parliamentary guide for the THWPC at all meetings. SECTION 3. VOTING MEMBERS All voting on THWPC matters shall be on the basis of one vote for each family or for each self-sponsored athlete. SECTION 4. MAJORITY VOTE Except as otherwise provided herein, decisions on all matters before the THWPC general membership shall be a majority vote of the members of the THWPC in person. ARTICLE X. AMENDMENTS TO BYLAWS These Bylaws may be amended or modified at the Annual Meeting by at 2/3 vote of the members in good standing of the THWPC present at that meeting provided that any proposed amendment shall first be presented in writing to the Board of Directors and approved by the Board of Directors before submission to the general membership. Any proposed amendment after receiving Board approval, be presented to all members in good standing at least seven days in advance of the Annual Meeting. ARTICLE XI DISSOLUTION In event of a dissolution of the THWPC, any assets remaining after payment of all proper claims and demands then existing against the THWPC shall be distributed to and among one or more corporations, trust funds, or foundations which shall qualify as tax exempt organization of the type described in

6 Section 502(C)3 of the Internal Revenue Code of the United States. Except in their capacities as members as provided in this section, no officers or any other individual has, or shall have, any right, title, or interest of any kind in or to such remaining assets. The organization or organizations to which such remaining assets shall be distributed shall be selected at the discretion of the Board of Directors.